Application by Tabcorp Holdings Limited [2017] ACompT 1

Parties

Procedural Posture

Merger Authorisation / Final Determination

Legal Issues

1. 1 Whether the proposed acquisition by Tabcorp Holdings Limited of Tatts Group Limited should be authorised under s 95AT of the Competition and Consumer Act 2010 (Cth)
2. 2 Whether the merger would result in such a benefit to the public that the acquisition should be allowed to occur under s 95AZH
3. 3 Whether the acquisition would result in a substantial lessening of competition in relevant markets

Ratio Decidendi

The Tribunal was satisfied that, in all the circumstances, the merger of Tabcorp and Tatts would result in substantial public benefits—including cost savings, revenue increases, industry synergies, and enhanced competitiveness—while any public detriment or risk of lessening competition was either unlikely, sufficiently addressed by the agreed divestment of Odyssey Gaming in Queensland, or not material. Therefore, the acquisition should be authorised, subject to Tabcorp providing an undertaking regarding Odyssey Gaming.

Court Disposition

authorisation granted (merger approved with conditions)

Orders

• Tabcorp Holdings Limited is granted authorisation pursuant to s 95AT and s 95AZJ of the Competition and Consumer Act 2010 (Cth) to acquire shares in Tatts Group Limited as per the Merger Implementation Deed.
• The authorisation is subject to the condition that Tabcorp provide to the ACCC an undertaking under s 87B relating to the divestment of Odyssey Gaming in Queensland.